11-K 1 form11k-2016firstsavings.htm FORM 11-K FIRST SAVINGS BANK EMPLOYEES' SAVINGS & PROFIT SHARING PLAN
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 11-K

ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

[X]
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the fiscal year ended December 31, 2016

OR

[  ]
TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the transition period from _______________ to _______________

Commission File Number 001-34155

A.  Full title of the plan and the address of the plan, if different from that of the issuer named below:

First Savings Bank Employees' Savings & Profit Sharing Plan

B:  Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

First Savings Financial Group, Inc.
501 East Lewis & Clark Parkway
Clarksville, Indiana 47129


FIRST SAVINGS BANK
EMPLOYEES' SAVINGS & PROFIT SHARING PLAN
 
CLARKSVILLE, INDIANA

FINANCIAL STATEMENTS AND
SUPPLEMENTAL SCHEDULE

YEARS ENDED
DECEMBER 31, 2016 AND 2015
 
 

FIRST SAVINGS BANK EMPLOYEES' SAVINGS & PROFIT SHARING PLAN



CONTENTS


 
Page
Report of Independent Registered Public Accounting Firm 
3-4
   
FINANCIAL STATEMENTS:
 
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS 
5
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
6
NOTES TO FINANCIAL STATEMENTS 
7-13
   
SUPPLEMENTAL SCHEDULE*:
 
SCHEDULE OF ASSETS (HELD AT END OF YEAR) 
14


* All other supplemental schedules required by Section 2520.103-10 of the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 have been omitted because they are not applicable.

 

 
 
Report of Independent Registered Public Accounting Firm



To the Compensation Committee of the
First Savings Bank Employees' Savings & Profit Sharing Plan
Clarksville, Indiana


We have audited the accompanying statements of net assets available for benefits of the First Savings Bank Employees' Savings & Profit Sharing Plan (the "Plan") as of December 31, 2016 and 2015, and the related statements of changes in net assets available for benefits for the years then ended.  These financial statements are the responsibility of the Plan's management.  Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan's internal control over financial reporting.  Accordingly, we express no such opinion.  An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the First Savings Bank Employees' Savings & Profit Sharing Plan as of December 31, 2016 and 2015, and the changes in net assets available for benefits for the years then ended, in conformity with accounting principles generally accepted in the United States of America.
 
3

The supplemental information in the accompanying schedule of assets (held at end of year) as of December 31, 2016, has been subjected to audit procedures performed in conjunction with the audit of the Plan's financial statements.  The supplemental information is the responsibility of the Plan's management.  Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information.  In forming our opinion on the supplemental information, we evaluated whether the supplemental information, including its form and content, is presented in conformity with the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974.  In our opinion, the supplemental information in the accompanying schedule is fairly stated, in all material respects, in relation to the financial statements as a whole.
 
/s/ Monroe Shine & Co., Inc.
New Albany, Indiana
June 26, 2017
 
 
4

FIRST SAVINGS BANK
 
EMPLOYEES' SAVINGS & PROFIT SHARING PLAN
 
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
 
DECEMBER 31, 2016 AND 2015
 
             
             
             
             
             
   
2016
   
2015
 
             
Investments, at fair value:
           
   First Savings Financial Group, Inc. unitized common stock fund
 
$
6,877,383
   
$
5,355,184
 
   Mutual funds
   
7,081,171
     
5,740,326
 
   Common/collective fund
   
856,256
     
611,351
 
      Total investments
   
14,814,810
     
11,706,861
 
                 
         Total Assets
   
14,814,810
     
11,706,861
 
                 
                 
         Net Assets Available for Benefits
 
$
14,814,810
   
$
11,706,861
 
                 
 
 
 
See notes to financial statements.
5

FIRST SAVINGS BANK
           
EMPLOYEES' SAVINGS & PROFIT SHARING PLAN
           
 STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS            
YEARS ENDED DECEMBER 31, 2016 AND 2015
           
             
             
             
             
             
   
2016
   
2015
 
             
Additions to net assets attributed to:
           
  Investment income:
           
    Interest on short-term investment funds
 
$
541
   
$
31
 
    Dividends on mutual funds
   
195,595
     
221,095
 
    Dividends on common stock
   
73,892
     
67,371
 
    Net appreciation in fair value of investments
   
1,759,610
     
1,189,319
 
     
2,029,638
     
1,477,816
 
                 
  Contributions:
               
    Employer
   
399,122
     
371,217
 
    Participant
   
626,745
     
555,693
 
    Participant rollovers
   
734,251
     
74,994
 
     
1,760,118
     
1,001,904
 
                 
      Total additions
   
3,789,756
     
2,479,720
 
                 
Deductions from net assets attributed to:
               
  Benefits paid to participants
   
623,445
     
316,401
 
  Administrative expenses
   
58,362
     
30,218
 
      Total deductions
   
681,807
     
346,619
 
                 
  Net Increase
   
3,107,949
     
2,133,101
 
                 
Net assets available for benefits:
               
  Beginning of year
   
11,706,861
     
9,573,760
 
                 
  End of Year
 
$
14,814,810
   
$
11,706,861
 
 
 
 
See notes to financial statements.
6

FIRST SAVINGS BANK
EMPLOYEES' SAVINGS & PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2016 AND 2015

(1)
DESCRIPTION OF PLAN

The following description of the First Savings Bank Employees' Savings & Profit Sharing Plan (the "Plan") provides only general information.  Participants should refer to the plan document and Summary Plan Description for a more complete description of the Plan's provisions.

General

The Plan is a defined contribution plan, established by First Savings Bank (the "Bank"), a wholly-owned subsidiary of First Savings Financial Group, Inc. (the "Company"), covering substantially all employees of the Bank who have completed one year of service (minimum of 1,000 hours) and are age 21 or older.  The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA").

Contributions

Participants may make pre-tax and after-tax Roth elective salary deferrals up to 100% of eligible compensation, as defined in the plan document, subject to limitations imposed by Internal Revenue Code ("IRC") regulations.  Eligible participants are also permitted to make special pre-tax catch-up contributions in accordance with IRC regulations and contributions representing distributions from other qualified defined benefit or contribution plans.

The Bank made safe harbor matching contributions equal to 100% of the first 5% of eligible compensation that each participant contributed to the Plan for the years ended December 31, 2016 and 2015.

Bank contributions may also include additional discretionary employer profit sharing contributions as determined annually by the Compensation Committee.  No discretionary employer profit sharing contributions were made for 2016 or 2015.

Participant Accounts

Each participant's account is credited with participant salary deferrals, Bank contributions and an allocation of plan earnings, and charged with an allocation of plan losses and administrative expenses.  Allocations are based on participant compensation, account balances or specific participant transactions, as defined in the plan document.  The benefit to which a participant is entitled is the benefit that can be provided from the participant's vested account.

Participants direct the investment of their contributions and employer contributions into various investment options offered by the Plan.  The Plan currently offers various mutual funds, common/collective funds and a unitized common stock fund consisting principally of shares of Company common stock as investment options for participants.  Participants may change their investment elections at any time.
 
7

FIRST SAVINGS BANK
EMPLOYEES' SAVINGS & PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS - CONTINUED
DECEMBER 31, 2016 AND 2015


(1 – continued)

Vesting

Participants are immediately 100% vested in their contributions and all employer contributions, plus actual earnings thereon.

Payment of Benefits

On termination of service due to death, disability, retirement or other reasons, participants may receive a lump sum or partial lump sum distribution in an amount up to the value of their vested account balance.  The Plan also provides for in-service distributions for participants that have attained age 59½, subject to certain restrictions.  Separated participants with vested account balances exceeding $1,000 may elect to defer benefits until reaching normal retirement age.

(2)
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
Basis of Accounting

The financial statements of the Plan are prepared under the accrual method of accounting in accordance with accounting principles generally accepted in the United States of America.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires the plan administrator to make estimates and assumptions that affect certain reported amounts and disclosures.  Accordingly, actual results may differ from those estimates.

Investment Valuation and Income Recognition

The Plan's investments are stated at fair value.  Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.  See Note 3 for additional discussion of fair value measurements.

Purchases and sales of securities are recorded on a trade-date basis.  Dividends are recorded on the ex-dividend date.  Interest income is recorded on the accrual basis.  Capital gain distributions from mutual funds are included in dividend income.  Net appreciation in fair value of investments includes the Plan's gains and losses on investments bought and sold, as well as held during the year.

Management fees and operating expenses charged to the Plan for investments in mutual funds and common/collective funds are deducted from income earned on a daily basis and are not separately reflected.  Consequently, management fees and operating expenses are reflected as a reduction of the return for these investments.
 
 
8

FIRST SAVINGS BANK
EMPLOYEES' SAVINGS & PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS - CONTINUED
DECEMBER 31, 2016 AND 2015


(2 – continued)

Administrative Expenses

Some administrative expenses are paid by the Bank and some are paid by the Plan.  Those that were paid by the Plan are reflected in the accompanying financial statements.

Employees of the Bank perform certain administrative functions for the Plan.  Neither the Bank nor its employees receive compensation from the Plan.

Payment of Benefits

Benefits are recorded when paid.  At December 31, 2016 and 2015, there were no allocated amounts to participants who had elected to withdraw from the Plan, but had not yet been paid.

Subsequent Events

Effective January 1, 2017, the Plan was amended to permit participants to elect to defer 75% of eligible compensation (compared to 100% prior to the amendment), and to allow employees to make salary deferral contributions upon the completion of 250 hours of service in a three consecutive month period and attainment of age 21.  One year of service is still required to participate in Bank safe harbor and profit sharing contributions.

Also effective January 1, 2017, the Plan was amended to add an automatic deferral provision whereby the plan administrator will automatically withhold 3% of eligible compensation for employees hired on or after the effective date.  Employees can opt out of the automatic enrollment provision by providing written notice to the plan administrator, and the employee can withdraw automatic deferral contributions without penalty within 90 days after the date the first automatic deferral is made.
 
 
 
9

FIRST SAVINGS BANK
EMPLOYEES' SAVINGS & PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS - CONTINUED
DECEMBER 31, 2016 AND 2015

 
(3)
FAIR VALUE MEASUREMENTS

Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 820, Fair Value Measurements and Disclosures, provides the framework for measuring fair value.  That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value.  The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).  The three levels of the fair value hierarchy under FASB ASC Topic 820 are described as follows:

Level 1:
Inputs to the valuation methodology are unadjusted quoted prices for identical assets in active markets that the Plan has the ability to access.

Level 2:
Inputs to the valuation methodology include quoted prices for similar assets in active markets; quoted prices for identical or similar assets in inactive markets; inputs other than quoted prices that are observed for the asset; or inputs that are derived principally from or can be corroborated by observable market data by correlation or other means.

Level 3:
Inputs to the valuation methodology are unobservable and significant to the fair value measurement.

The Plan uses appropriate valuation techniques based on the available inputs to measure the fair value of its investments.  When available, the Plan measures fair value using Level 1 inputs because they generally provide the most reliable evidence of fair value.  Level 2 inputs are used for investments for which Level 1 inputs are not available.  Level 3 inputs are used only if Level 1 or Level 2 inputs are not available.  There are no plan assets requiring the use of Level 3 inputs for the periods presented.

The following table presents the balances of the Plan's investments within the fair value hierarchy measured at fair value as of December 31, 2016:
 
   
Level 1
   
Level 2
   
Level 3
   
Total
 
       
December 31, 2016:
     
Unitized common stock fund
 
$
6,877,383
   
$
-
   
$
-
   
$
6,877,383
 
Mutual funds
   
7,081,171
     
-
     
-
     
7,081,171
 
                                 
Investments in the fair value hierarchy
 
$
13,958,554
   
$
-
   
$
-
     
13,958,554
 
                                 
Common/collective fund, measured at
    net asset value (A)
                           
856,256
 
                                 
Total investments
                         
$
14,814,810
 
10

FIRST SAVINGS BANK
EMPLOYEES' SAVINGS & PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS - CONTINUED
DECEMBER 31, 2016 AND 2015


(3 – continued)

The following table presents the balances of the Plan's investments within the fair value hierarchy measured at fair value as of December 31, 2015:
 
   
Level 1
   
Level 2
   
Level 3
   
Total
 
       
December 31, 2015:
     
Unitized common stock fund
 
$
5,355,184
   
$
-
   
$
-
   
$
5,355,184
 
Mutual funds
   
5,740,326
     
-
     
-
     
5,740,326
 
                                 
Investments in the fair value hierarchy
 
$
11,095,510
   
$
-
   
$
-
     
11,095,510
 
                                 
Common/collective fund, measured at
   net asset value (A)
                           
611,351
 
                                 
Total investments
                         
$
11,706,861
 
 
 
(A)
In accordance with FASB ASC Subtopic 820-10, certain investments that were measured at net asset value ("NAV") per share (or its equivalent) have not been classified in the fair value hierarchy.  The fair value amounts presented in the tables are intended to permit reconciliation of the fair value hierarchy to the line items presented in the statement of net assets available for benefits.

Following is a description of the valuation methodologies used for assets measured at fair value.  There have been no changes in the valuation techniques and related inputs used for assets measured at fair value at December 31, 2016 and 2015.
 
Unitized Common Stock Fund

The First Savings Financial Group, Inc. unitized common stock fund includes shares of Company common stock valued at quoted market prices, and a nominal amount of cash and cash equivalents to provide liquidity for participant directed transactions.  The unitized common stock fund's holdings consisted of the following at December 31, 2016 and 2015:
 
   
2016
   
2015
 
Shares of Company common stock
   
140,559
     
139,490
 
Quoted market price at December 31
 
$
47.00
   
$
36.43
 
                 
Fair value of Company common stock
 
$
6,606,273
   
$
5,081,342
 
Cash, cash equivalents and receivables
   
271,110
     
273,842
 
                 
Unitized common stock fund fair market value
 
$
6,877,383
   
$
5,355,184
 

11

FIRST SAVINGS BANK
EMPLOYEES' SAVINGS & PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS - CONTINUED
DECEMBER 31, 2016 AND 2015


(3 – continued)

Mutual Funds

The fair value of mutual funds is based on the quoted NAV of the shares as reported by the fund.  The mutual funds held by the Plan are open-end mutual funds registered with the United States Securities and Exchange Commission.  The funds must publish their daily NAV and transact at that price.  The mutual funds held by the Plan are considered to be actively traded.

Common/Collective Fund

Investments in the common/collective fund are valued at the NAV of the units held by the Plan based on the fair value of the assets underlying the fund, as reported by the fund manager.  NAV is used as a practical expedient for fair value.  There were no redemption or frequency restrictions on the common/collective fund as of December 31, 2016 and 2015.

Gains and losses included in changes in net assets available for benefits for the years ended December 31, 2016 and 2015, are reported in net appreciation in fair value of investments.

The Plan's policy is to recognize transfers between Levels 1 and 2 and into and out of Level 3 as of the date of the event or change in circumstances that caused the transfer.  For the years ended December 31, 2016 and 2015, there were no transfers between Levels 1 and 2 and no transfers into or out of Level 3.

 
(4)
RELATED PARTY TRANSACTIONS

Certain Plan investments are interests in a common/collective fund managed by Reliance Trust Company, the custodian of the Plan's assets.  The Plan also invests in shares of Company common stock through the unitized common stock fund, and the Bank is the plan sponsor as defined by the Plan.  Transactions in such investments qualify as party-in-interest transactions that are exempt from the prohibited transaction rules of ERISA.

At December 31, 2016 and 2015, the Plan held 140,599 and 139,490 shares of Company common stock through the unitized common stock fund, respectively.  The Plan received $73,892 and $67,371 in dividends on Company common stock for the years ended December 31, 2016 and 2015, respectively.  During 2016 and 2015, the Plan purchased 5,906 and 1,886 shares of Company common stock in the open market through the unitized stock fund having a value of $206,788 and $58,010, respectively.  During 2016 and 2015, the Plan sold 4,837 and 2,107 shares of Company common stock in the open market through the unitized common stock fund for total proceeds of $169,347 and $66,741, respectively.

At December 31, 2016 and 2015, investments in the First Savings Financial Group, Inc. unitized common stock fund totaled 46.4% and 45.7%, respectively, of the Plan's investments
 
 
12

FIRST SAVINGS BANK
EMPLOYEES' SAVINGS & PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS - CONTINUED
DECEMBER 31, 2016 AND 2015


(5)
PLAN TERMINATION

Although it has not expressed any intent to do so, the Bank has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA.  In the event of Plan termination, participants will become 100% vested in their employer contribution accounts.


(6)
TAX STATUS

The Plan is based on a volume submitter plan which has received a favorable opinion letter from the Internal Revenue Service ("IRS") dated March 31, 2014, that the volume submitter plan is designed in accordance with applicable sections of the IRC.  The plan administrator has not separately applied for a determination letter from the IRS.  Although the Plan has been amended since receiving the determination letter, the plan administrator and the Plan's tax counsel believe that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC.  Therefore, no provision for income taxes has been included in the Plan's financial statements.

The Plan has implemented the accounting guidance for uncertainty in income taxes under the provisions of FASB ASC Topic 740, Income Taxes.  Under that guidance, tax positions are recognized in the financial statements when it is more-likely-than-not the position will be sustained upon examination by the taxing authorities.  As of December 31, 2016, the Plan has no uncertain tax positions that qualify for either recognition or disclosure in the financial statements.  The Plan is not currently being examined and the Plan's management believes its tax-exempt status would be upheld under examination.  Plan management believes the Plan is no longer subject to income tax examination for years prior to 2013.


(7)
RISKS AND UNCERTAINTIES

The Plan invests in various mutual funds, common stock, short-term investment funds and common/collective funds.  The investments are exposed to various risks such as interest rate, market and credit risks.  Due to the level of risk associated with the investments, it is at least reasonably possible that changes in the values of investments will occur in the near term and that such changes could materially affect participants' account balances and the amounts reported in the statement of net assets available for benefits.

Participants should refer to the Company's annual and quarterly financial statements filed with the Securities and Exchange Commission (Form 10-K and Form 10-Q) regarding risks associated with Company stock.
 
13

FIRST SAVINGS BANK
EMPLOYEES' SAVINGS & PROFIT SHARING PLAN
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
EMPLOYER IDENTIFICATION NUMBER (EIN): 35-0309764, PLAN NUMBER (PN): 002
DECEMBER 31, 2016
       
       
 (a)
 (b)  Identity of issue, borrower,
(c)  Description of investment including
 (e)  Current
 
        lessor or similar party
       maturity date, rate of interest,
   value
   
       collateral, par or maturity value
 
       
*
First Savings Financial Group common stock
       Unitized common stock fund
 $     6,877,383
*
Reliance Trust/MetLife Stable Value
       Common/collective fund
           856,256
 
Loomis Sayles Ltd Term Gov't & Agency
       Mutual fund
           476,651
 
American Funds American Balanced
       Mutual fund
           698,237
 
Black Rock Equity Dividend
       Mutual fund
           139,068
 
Eagle Small Cap Growth
       Mutual fund
            15,389
 
American Funds EuroPacific Growth
       Mutual fund
           404,731
 
Federated High Yield Bond
       Mutual fund
              4,212
 
Franklin Utilities
       Mutual fund
            23,071
 
Ivy Science & Technology
       Mutual fund
           203,152
 
JP Morgan Large Cap Growth
       Mutual fund
           336,287
 
Janus Enterprise I
       Mutual fund
            54,007
 
Metropolitan West Total Return Bond I
       Mutual fund
              3,678
 
MFS Global Equity
       Mutual fund
            16,740
 
Oppenheimer Developing Markets
       Mutual fund
            68,383
 
Templeton Global Bond
       Mutual fund
              8,697
 
PIMCO Real Return
       Mutual fund
              1,894
 
Victory Sycamore Established value I
       Mutual fund
            14,319
 
Victory Sycamore Small Company Opportunity
       Mutual fund
            12,810
 
Vanguard REIT Index
       Mutual fund
           104,754
 
Vanguard Intermediate Term Bond Index
       Mutual fund
           292,102
 
Vanguard Target Retirement 2015
       Mutual fund
           145,019
 
Vanguard Target Retirement 2020
       Mutual fund
           138,599
 
Vanguard Target Retirement 2025
       Mutual fund
        1,076,682
 
Vanguard Target Retirement 2030
       Mutual fund
           151,316
 
Vanguard Target Retirement 2035
       Mutual fund
           308,845
 
Vanguard Target Retirement 2040
       Mutual fund
           106,945
 
Vanguard Target Retirement 2045
       Mutual fund
           962,873
 
Vanguard Target Retirement 2050
       Mutual fund
            43,453
 
Vanguard Target Retirement 2055
       Mutual fund
            38,364
 
Vanguard Target Retirement 2060
       Mutual fund
            11,704
 
Vanguard Small Cap Index
       Mutual fund
           308,097
 
Vanguard Mid Cap Index
       Mutual fund
           477,864
 
Vanguard 500 Index
       Mutual fund
           433,228
       
     
 $    14,814,810
       
 *
Denotes party-in-interest
   
 
 
14

SIGNATURES


The Plan.  Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.


   
FIRST SAVINGS BANK
EMPLOYEES' SAVINGS & PROFIT SHARING PLAN
     
     
     
     
Date: June 28, 2017
By:  
/s/ Anthony A. Schoen           
   
Anthony A. Schoen
   
Chief Financial Officer